**EXHIBIT
      4.4**




**FORM
      OF DEMAND PROMISSORY NOTE**




[$XX,000]
              [DATE]





**FOR
      VALUE RECEIVED** ,
      Digicorp, Inc., a corporation organized under the laws of Delaware with an
      address at 4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Fax No.: (310)
      651-9629) (the "Maker"), hereby promises to pay to Jay Rifkin with an address
      at
      1723 Cloverfield Blvd., Santa Monica, CA 90404, or assigns (the "Holder"),
      the
      principal sum of [AMOUNT] Thousand Dollars ($XX,000) in lawful money of the
      United States, plus interest thereon at the rate set forth below, ON DEMAND.





1.  Payments .




Maker
      promises to pay interest on the principal amount of this Note outstanding at
      a
      rate equal to the “prime rate” published in The
      Wall Street Journal from
      time to time to the date of payment in full. Maker hereby agrees to repay the
      principal amount of this Note, and the interest which shall accrue on this
      Note,
      upon written demand therefor by the Holder. When any date on which principal
      and
      interest are due and payable falls on a Saturday, Sunday or legal holiday,
      then
      such payment shall be due and payable on the first business day immediately
      following.





Prepayment
      of all or any part of the principal due and owing on this Note may be made
      on
      any date without any additional premium or penalty. All payments made on this
      Note shall be applied first to amounts other than principal and interest which
      may then be due hereunder, then to interest accrued to the date of the payment
      and then to the outstanding principal amount of this Note.





In
      the
      event any payment due hereunder is not made within five (5) days after the
      due
      date, interest shall accrue on such unpaid amount at the rate of fifteen percent
      (15%) per annum from the due date.





2.  Waivers.




No
      delay
      or failure on the part of the Holder in exercising any right, privilege or
      option hereunder shall operate as a waiver thereof or of any event of default,
      nor shall any single or partial exercise of any such right, privilege or option
      preclude any further exercise thereof, or the exercise of any other right,
      privilege or option.





Makers
      waive demand, presentment for payment, notice of dishonor, protest and notice
      of
      protest and any notice or demands of any kind are hereby expressly
      waived.





3.  Miscellaneous.




(a)  Makers
      shall be responsible for all costs and expenses, including court costs and
      reasonable attorneys' fees incurred in connection with collection of payments
      due under this Note.









(b)  This
      Note
      shall be governed by and interpreted in accordance with the laws of the State
      of
      California applicable to agreements made and to be performed within such State.
      Makers (a) hereby irrevocably submit to the jurisdiction of the state courts
      of
      the State of California and the jurisdiction of the United States District
      Courts in the State of California for the purpose of any suit, action or other
      proceeding arising out of or based upon this Note, or the subject matter hereof
      brought by Holder and (b) hereby waive and agree not to assert, by way of
      motion, as a defense, or otherwise, in any such suit, action or proceeding,
      any
      claim that it is not subject personally to the jurisdiction of the above-named
      courts, that its property is exempt or immune from attachment or execution,
      that
      the suit, action or proceeding is brought in an inconvenient forum, that the
      venue of the suit, action or proceeding is improper or this Note or the subject
      matter hereof may not be enforced in or by such court, and (c) hereby waive
      in
      any such action, suit, or proceeding any offsets or counterclaims. Makers hereby
      consent to service of process by certified mail at their address set forth
      herein and agree that this submission to jurisdiction and this consent to
      service of process by mail is made for the express benefit of Holder. Final
      judgment against Makers in any such action, suit or proceeding shall be
      conclusive, and may be enforced in other jurisdictions (i) by suit, action
      or
      proceeding on the conclusive evidence of the fact and of the amount of any
      indebtedness or liability of Makers therein described or (ii) in any other
      manner provided by or pursuant to the laws of such other jurisdiction; provided , however ,
      that
      Holder may at its option bring suit, or institute other judicial proceedings,
      against Makers or any of their assets in any state or Federal court of the
      United States or of any country or place where Makers or their assets may be
      found.




(c)  **MAKERS
      HEREBY WAIVE THEIR RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED
      UPON OR ARISING OUT OF THIS NOTE** .
      The
      scope of this waiver is intended to be all-encompassing of any and all disputes
      that may be filed in any court and that related to the subject matter of this
      Note, including without limitation, contract claims, tort claims, breach of
      duty
      claims, and all other common law and statutory claims. Makers hereby acknowledge
      that this waiver is a material inducement to enter into a business relationship,
      that Holder has already relied on the waiver in entering into this Note and
      that
      Holder will continue to rely on the waiver in related future dealings. This
      waiver shall apply to any subsequent amendments, renewals, supplements or
      modifications to this Note.




(d)  All
      notices, consents and other communications provided for in this Note or
      otherwise required by law shall be in writing and may be given to or made upon
      the respective parties at the addresses specified in the first paragraph of
      this
      Note.




Notices
      shall be effective upon the date of receipt; provided, however, that a notice
      sent by certified or registered U.S. mail, with postage prepaid, shall be
      presumed received no later than three (3) business days following the date
      of
      mailing. Notices may also be given by facsimile transmission to the FAX number
      specified in the first paragraph of this Note and shall be deemed received
      on
      the date transmitted.




(e)  Time
      is
      of the essence with respect to this Note.










IN
      WITNESS WHEREOF, this Note has been executed and delivered by Maker on the
      ________ day of
      ______________ , 2006.





DIGICORP,
                INC.By:Name:
                William B. HorneTitle:
                Chief Financial
                Officer